Khanna Somesh 4

What Happened Somesh Khanna, a director of KeyCorp (KEY), received an award of 7,352 deferred shares on May 14, 2026. The award was reported as a derivative grant (transaction code A) at $0.00 acquisition price—this is a compensation grant, not an open-market purchase or sale. The deferred shares are economic equivalents of common shares and will be paid one-half in common stock and one-half in cash on May 14, 2029.

Key Details

• Transaction date: May 14, 2026; Form 4 filed May 18, 2026 (filed within the 2-business-day deadline).
• Security: 7,352 Deferred Shares (derivative securities); reported acquisition price $0.00.
• Includes ~401 dividend-equivalent deferred shares accrued between June 2025 and March 2026 (per filing).
• Payment/settlement: Under the Directors’ Deferred Share Sub‑Plan, payment is one-half in Common Shares and one-half in cash on May 14, 2029.
• Award plan: Granted under KeyCorp’s Amended and Restated Directors’ Deferred Share Sub‑Plan of the KeyCorp 2026 Equity Compensation Plan.
• Shares owned after transaction: not specified in this filing.
• Transaction code: A = Award/Grant.

Context Deferred shares are compensatory, time‑deferred awards that represent the economic equivalent of common stock but are not immediately issued as tradable shares. Such grants are routine for directors and do not by themselves indicate the insider’s view on the company’s near‑term stock performance.